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METALYTICS

End-User License Agreement

IMPORTANT: PLEASE READ THIS SOFTWARE END-USER LICENSE AGREEMENT (“EULA”, “AGREEMENT”) BEFORE CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE METALYTICS PRODUCT PROVIDED BY QUERYTALE, INC. (“COMPANY”) (THE SOFTWARE-AS-A-SERVICE PRODUCT THAT ACCOMPANIES OR IS PROVIDED IN CONNECTION WITH THIS AGREEMENT). BY CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE SERVICES IN ANY WAY, YOU AGREE, ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT (“CUSTOMER”), THAT YOU HAVE READ THIS EULA AND ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EULA WITH COMPANY. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USE OF THE SERVICES IS STRICTLY PROHIBITED. IF CUSTOMER HAS EXECUTED, OR SUBSEQUENTLY EXECUTES, A SEPARATE WRITTEN AGREEMENT WITH COMPANY FOR A PAID SUBSCRIPTION TO THE SERVICES, THEN THE TERMS AND CONDITIONS OF SUCH EXECUTED SEPARATE WRITTEN AGREEMENT SHALL GOVERN AND CONTROL YOUR USE OF THE RESPECTIVE SERVICES.

  1. SERVICES.

    1. Access. Company is developing a proprietary, cloud-based software platform made available through https://metalytics.dev/ which provides insight into Customer’s data analytics usage (the “Services”). Customer wishes to utilize the Services, and Company desires to make the Services available to Customer. Subject to the terms and conditions of this Agreement, Company hereby grants Customer, during the Term (as defined below), a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services pursuant to and under the terms and conditions of this EULA. All Software and license documentation shall be delivered by electronic means unless otherwise specified on the applicable invoice or at the time of purchase. Software shall be deemed delivered when it is made available to Customer by the Company (“Delivery”).

    2. Restrictions. The Services (excluding the Customer Data hosted thereon), Documentation, and all other materials provided by Company hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all intellectual property rights in each of the foregoing, are the exclusive property of Company and its suppliers. Customer agrees that it will not, and will not permit its Registered Users or any other party to: (a) permit any third party to access the Services or any accompanying documentation (“Documentation”); (b) modify, adapt, alter or translate the Services or Documentation; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation outside of the terms of this ; (f) publish or disclose to any third party any performance benchmark tests or analyses or other non-public information relating to the Services or the use thereof; or (g) use or access the Services for the purpose of developing, assisting in developing or having developed on your own or on any person’s behalf, any software, technology, products, or services that compete with the Services or any part thereof.

    3. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Company reserves the right to suspend provision of the Services: (a) if Company deems such suspension necessary as a result of Customer’s breach of Section 1.2 (Restrictions) or Section 3.3 (Customer Conduct); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Company’s control; or (c) as required by law or at the request of governmental entities.

    4. Beta or Free Trials. From time to time, Company may, in its absolute, sole discretion, make available “beta” or other early-stage release offerings or features (“Beta Services”) or free trial periods under free accounts (“Trial Services”). Beta Services and Trial Services may or may not be made available by Company in Company’s absolute and sole discretion. The Beta Services and Trial Services will be made available to you for the period notified to you by Company, provided that you hereby agree that, unless otherwise agreed to between the parties, Company may terminate or suspend, without penalty or obligation, the Beta Services and Trial Services at any time, in Company’s absolute and sole discretion.

  2. ACCOUNTS; PAYMENT.

    1. Account Registration. In order to access certain features of the Services, Customer may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account with Company through the Services a user account created on https://metalytics.dev/, an email invitation (“Account”), has a valid account on a third-party service such as Google (“Third-Party Service”) through which the user has connected to the Services (each such account, a “Third-Party Service Account”), or through any other method Company may offer to access the Services. Customer is responsible for all activities that occur under its Account. Customer agrees that it shall monitor its Account to restrict use by any unauthorized persons, and Customer accepts full responsibility for any such unauthorized use. All users must be 16 years of age or older to register an account or use the Services.

    2. Access through a Third-Party Service. If Customer accesses the Services through a Third-Party Service, Customer may link its Account with Third-Party Service Accounts by allowing Company to access Customer’s Third-Party Service Account, as is permitted under the applicable terms and conditions that governs such Third-Party Service Account. Customer represents that it is entitled to grant Company access to its Third-Party Service Account (including, but not limited to, for use for the purposes described herein) without breach by Customer of any of the terms and conditions that govern such Third-Party Service Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such Third-Party Service. By granting Company access to any Third-Party Service Accounts, Customer agrees that Company may access, make available and store (if applicable) any information, data, text, software, graphics, messages, tags and other materials accessible through the Services (collectively, “Data”) that it has provided to and stored in its Third-Party Service Account (“Third-Party Service Data”) so that it is available on and through the Services via Customer’s Account. Unless otherwise specified in the Agreement, all Third-Party Service Data shall be considered to be Customer Data (as defined in Section 3.1 (Customer Data)) for all purposes of the Agreement. Depending on the Third-Party Service Accounts chosen by Customer and subject to the privacy settings selected in such Third-Party Service Accounts, personally identifiable information that Customer has posted to its Third-Party Service Accounts may be available on and through Customer’s Account on the Services. If a Third-Party Service Account or associated service becomes unavailable, or Company’s access to such Third-Party Service Account is terminated by the applicable Third-Party Service, then Third-Party Service Data will no longer be available on and through the Services. CUSTOMER’S RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH CUSTOMER’S THIRD-PARTY SERVICE ACCOUNTS IS GOVERNED SOLELY BY CUSTOMER’S AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR OR ARISING FROM THIRD-PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS SET IN SUCH THIRD-PARTY SERVICE ACCOUNTS. Company makes no effort to review any Third-Party Service Data for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Company is not responsible for any Third-Party Service Data. It is Customer's responsibility to ensure its and Company’s contemplated use of the Third-Party Services under this Agreement, or any part thereof, comply with applicable legal requirements.

    3. Payment. Customer shall pay to the Company the fees, if any, set forth in the Services. Unless agreed to otherwise between the parties, a valid credit card is required for paying accounts. You hereby agree to be billed in advance in accordance with our pricing schedule and all monthly and annual payments (as applicable) are nonrefundable. Without limiting the foregoing, there will be no refunds or credits for partial periods of Service, upgrade/downgrade refunds, or refunds for Service that are unused. If timely payment is not made in accordance with this Section 2.3, Company may suspend any Service until such amounts are paid in full. Customer is responsible for all costs incurred by Company in connection with the collection of unpaid fees payable hereunder. Customer will pay all applicable federal, state, local and foreign taxes including, without limitation, all sales, use, excise, value-added, personal property or other taxes or duties imposed in connection with this Agreement, the Services, or the access to, or use of, the Services hereunder, other than taxes on Company’s net income.

  3. DATA.

    1. Customer Data. Customer is entirely responsible for all Data that Customer uploads, posts, emails, transmits or otherwise makes available through the Services (“Customer Data”). Subject to any applicable Account settings selected through the Services, Customer grants Company a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Customer Data (in whole or in part) for the purposes of operating and providing the Services. Customer represents and warrants that (i) it will not provide any data to Company, or instruct Company to process, any Prohibited Data; and (ii) it has obtained all necessary consents and provided all necessary notices in order for Company to perform the Services as provided under the Agreement. Customer is responsible for configuring its internal systems that may be connected to the Services in such a manner that minimizes leakage or input of personally identifiable information into the Services. “Prohibited Data” shall mean (a) government issued ID numbers such as passport numbers, taxpayer numbers, driver’s license numbers, (b) individual medical or health information (including without limitation, protected health information under the Health Information Portability and Accountability Act), (c) individual financial information or account numbers (including without limitation, credit or debit card numbers or bank account numbers), (d) passwords (other than passwords for Customer’s account on the Service), or (e) “special” or “sensitive” categories of personal data and personal information as defined under Applicable Data Protection Laws (defined in the DPA). Customer is solely responsible and liable for any Prohibited Data it provides in violation of this Section 3.1 and Customer acknowledges and understands that Company has no liability or responsibility for such Prohibited Data.

    2. Storage. Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any Customer Data. Company has no responsibility or liability for the deletion or accuracy of any Customer Data; the failure to store, transmit or receive transmission of any Customer Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Customer agrees that Company retains the right to create reasonable limits on Company’s use and storage of Customer Data, such as limits on file size, storage space, processing capacity, and similar limits as determined by Company in its sole discretion.

    3. Customer Conduct. As a condition of use, Customer will ensure that Customer’s use of the Services and all Customer Data is at all times compliant with this Agreement and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Company that Customer has sufficient rights in the Customer Data to grant the rights granted to Company in Section 3.1 (Customer Data). Without limiting the foregoing, Customer shall not (and shall not permit any third party) either (a) take any action or (b) make available any Customer Data on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Company; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

    4. Aggregate Data. Notwithstanding anything to the contrary herein, Company has the right to create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Services for any lawful purpose, including but not limited to improvement of Service features, functionality, and performance, verification of Customer use, security and data integrity, and identification of additional trends, developments and benchmarking based on aggregated use by customers (“Aggregate Data”). Any use of Aggregate Data will be on an aggregated basis so as not to be reasonably linked to any individual.

  4. PRODUCT DIAGNOSTIC REPORTING. Customer acknowledges that the Services will store certain diagnostic information about the routine operations of the Services (including, without limitation, its performance, data reduction ratios, configuration data, and any software faults) and will periodically transmit this diagnostic information to Company. Customer agrees that Company has, and hereby grants to Company, a perpetual, irrevocable, worldwide, sub-licenseable, and royalty-free right to use this diagnostic information in any manner and that Customer will not interfere with the collection or transmission of such information to Company.

  5. CONFIDENTIALITY. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the disclosing party (the “Disclosing Party”) for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance (if such notice is legally permitted) and reasonably cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party may be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. As used herein, “Confidential Information” shall mean all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The structure, sequence, organization and code of the software used to provide the Services, and the Services or any derivative thereof, constitute Confidential Information of Company and its suppliers without further designation. Customer Data constitutes Confidential Information of Customer without further designation. Confidential Information shall not include information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.

  6. INTELLECTUAL PROPERTY. As between Customer and Company, Company (or its respective licensors) owns and will own all right, title and interest in and to the (i) Services and related intellectual property rights therein; (ii) Aggregate Data; and (iii) Company’s Confidential Information (together (i) through (iii), referred to as “Company IP Rights”). Except for the limited license and right expressly granted hereunder, this Agreement does not transfer or convey to Customer or any third party any right, title or interest in or to the Services, or any Company IP Rights. Customer agrees that Company is the owner of all right, title and interest in all intellectual property rights in any work product designed, developed, created, or reduced to practice by or for Company, including but not limited to all inventions, methods, processes, and computer programs (e.g., any source code, object code, enhancements and modifications), designed, developed, created, or reduced to practice by or for Company before, during, or after the term however and whenever conceived (collectively, "Company Works"), and Customer hereby assigns, and covenants and agrees to assign, to Company all right, title and interest including, without limitation, all intellectual property rights that Customer may have in and to all Company Works. Additionally, Customer may, whether or not formally requested, provide to Company suggestions, enhancements, comments, feedback, and other recommendations regarding the Services (collectively, “Feedback”). Company owns, and will own, all intellectual property rights in such Feedback and Customer hereby assigns, and covenants and agrees to assign, to Company all right, title and interest including, without limitation, all intellectual property rights that Customer may have in and to all Feedback.

  7. TERM AND TERMINATION. This Agreement is effective as of the date the Customer accesses the Services and expires after the initial term or period as designated under the applicable pricing plan you select (e.g., if selecting the month-to-month plan, the initial term will be one (1) month) (the “Initial Term”). The Agreement shall automatically renew for successive terms equal in duration to the Initial Term (the “Renewal Term”) unless either party provides written notice of cancellation no less than thirty (30)days prior to the end of then current Initial Term or Renewal Term. Notwithstanding the foregoing, Customer hereby acknowledges and agrees that the Agreement commenced or commences on the earlier to occur of (a) the date Customer first used the Services or (b) the date Customer accepted the Agreement, and will remain in full force and effect while Customer uses any Services, unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) dissolves or stops conducting business without a successor; (c) makes an assignment for the benefit of creditors; or (d) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. Additionally, Company has the right to terminate this EULA with or without cause, in its absolute and sole discretion, upon providing Customer no less than thirty (30) days prior notice. Customer also acknowledges and understands that Company reserves the right to deactivate and delete accounts that are inactive for a period of sixty (60) days or more and that such deactivation does not entitle Customer to a refund of any kind. Upon termination, Customer shall immediately cease all use of Services, and delete or destroy all copies of the Documentation in the possession or control of Customer.

  8. INDEMNIFICATION.

    1. By Customer. Customer agrees to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Customer Data; (b) Customer’s or its Registered Users’ breach of the Agreement; (c) Customer’s violation of any rights of another party; or (d) Customer’s violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer agrees to fully cooperate with Company in asserting any available defenses. This provision does not require Customer to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. Customer agrees that the provisions in this section will survive any termination of Customer’s Account, the Agreement and/or Customer’s access to the Services.

    2. By Company. Company will defend Customer from and against any claim by a third party alleging that the Services, when used as authorized under this Agreement, infringes any patent, copyright, or trademark or other intellectual property right of a third party and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Company (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the Services is (or in Company’s opinion is likely to be) enjoined, or if required by settlement or if Company determines such actions are reasonably necessary to avoid material liability, Company may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Services; or if (a) and (b) are not commercially reasonably practicable, (c) terminate this Agreement. The foregoing indemnification obligation of Company will not apply to the extent the applicable claim is attributable to: (1) the modification of the Services by any party other than Company or a third party authorized by Company; (2) the combination of the Services with products or processes not specified in the Documentation or provided by Company; (3) any unauthorized use of the Services or use of the Services not in compliance with this Agreement or the Documentation; or (4) any action arising as a result of Customer Data or any third-party deliverables or components contained within the Services. THIS SECTION SETS FORTH COMPANY’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

    3. Procedures. The indemnified party will (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not relieve the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. In no event may either party enter into any third party settlement or other agreements, which would in any manner whatsoever affect, the rights of, or bind the other party in any manner to such third party, without the prior written consent of the other party. Regardless of any conditions or restrictions mentioned in this Section 8, the indemnified party has the right at its own cost and expense, to be represented by counsel of its choosing at any proceeding or settlement discussions related to any matter for which the other party is obligated to provide indemnification hereunder.

  9. DISCLAIMERS OF WARRANTIES. Customer acknowledges that the Services contain prerelease code for testing purposes only and are not at the level of performance and compatibility of a final, generally available product offering. Furthermore, Customer acknowledges that the Services may contain bugs, errors, omissions and other problems that could cause system or other failures and data loss. Accordingly, Customer acknowledges that any research, development or other work that Customer performs regarding the Services is done entirely at Customer’s own risk. To the maximum extent permitted by law, the Services, and all other documentation and materials are provided “AS IS” AND WITH ALL FAULTS. COMPANY MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH CUSTOMER’S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES IS WITH CUSTOMER AND NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

  10. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY OR ITS LICENSORS (IF ANY) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, LOST DATA, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA (INCLUDING, BUT NOT LIMITED TO, CUSTOMER DATA). THE TOTAL CUMULATIVE LIABILITY, RELATED TO THIS AGREEMENT, OF COMPANY AND ITS LICENSORS (IF ANY) SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO COMPANY BY CUSTOMER DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

  11. GENERAL PROVISIONS.

    1. Governing Law. Any dispute, claim or request for relief relating in any way to Customer’s use of the services will be governed and interpreted by and under the laws of the state of Delaware, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

    2. Exclusive Venue. The parties agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New Castle County, Delaware.

    3. Relationship. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation. There are no third-party beneficiaries of this Agreement.

    4. Electronic Communications. The communications between Customer and Company may take place via electronic means, whether Customer visits the Services or sends Company emails, or whether Company posts notices on the Services or communicates with Customer via email. For contractual purposes, Customer (a) consents to receive communications from Company in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

    5. Assignment. The Agreement, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

    6. Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

    7. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

    8. Notice. Where Company requires that Customer provide an email address, Customer is responsible for providing Company with its most current email address. In the event that the last email address provided to Company is not valid, or for any reason is not capable of delivering to Customer any notices required by the Agreement, Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Company at the following address: contact@metalytics.dev. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

    9. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    10. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

    11. Amendment. The Company reserves the right, in its sole discretion, to amend this Agreement from time. Amendments to this Agreement can be located at: https://metalytics.dev/legal/eula

    12. Export Control. Customer may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which Customer obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Customer acknowledges and agrees that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. Customer shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

    13. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.